looking for another DNYS coming any day? Buy IDLM now. Owns Datpiff!
Was trading above $2, then had issues a couple years ago, but getting restored now...just filed 4th amendment to 10-12g with SEC to become re-registered "Effective"...could come any day and nobody files 4 amendments if SEC saying "No." Selling for $.15 right now!
Another Low floater and 60M OS
DD and History (posted by Wadirum)
NGLF was the shell company that IDLM merged into in May 2010. Frasier (IDLM CEO) got 40mm restricted shares, the former CEO kept 5mm restricted, and the remaining 13mm were floating shares held by the original shell investors (or somebody who bought shares from those initial investors). (I am working with round numbers, but would be happy to provide tables tracking the evolution of the share structure.) So, as of May 2010, there were 45mm restricted (40mm owned by Frasier, 5mm by former CEO) and 13mm floating.
The company was registered under the 1933 Act and it traded on OTCBB. After several filings, it was determined that the IDLM books had serious problems. In Spring of 2011 the company retracted its most recent filings and they began working on fixing the books.
As far as I can tell from bits and pieces, they hired a slew of temp workers to go back and fix how they had recorded revenues. As an example, if you pay a subscription for 3 months of free download, the company cannot take all of that money as revenue on the date it was paid -- right? And then people were paying for Datpiff to provide free mixtape downloads over time ("sponsorship") and there were ad deals with ads running over a period of time. And accounting for the games is very, very complex. These niceties had been ignored, with revenues being booked incorrectly. And fixing them was apparently a nightmare.
The company also decided that they were getting some bad advice from folks who had loosely been associated with the shell. They turned to Hudson Square Research -- a well-regarded boutique research and consulting company in NYC. And the more the Managing Direct of HSQR's consulting practice learned about IDLM, the more he liked the opportunity. He jumped ship, leaving HSQR for IDLM to become their COO (Raphael Haddock).
Based on HSQR and Haddock's recommendation, IDLM has taken very seriously the SEC rules about firms being current in their filings before issuing PRs (to avoid the possibility that investors buy shares based on news, but without full info). So, IDLM has been quiet on PRs since early 2011 when HSQR and Haddock got involved. I happen to think they have taken this too far, but then I'm not the one making the decisions. Anyway, they remain dark in terms of their PRs.
In early 2012, I believe they were hoping their 2009 and 2010 numbers would get approved by the (new) auditor so that they could file and get back on track. My belief is that the 2009 numbers did not get past the auditors even after all their work. So, they devised a means of getting back on track without those -- by deregistering from SEC at end of March 2012 and then re-registering with 2010 and 2011. The folks here were savvy enough to see that this was a clever move and to grasp that this clarified the company wasn't going to taken private in a take-under. The stock responded with a spike up to 19c and then a more durable move to the 15c range, rather than the 10-12c range.
And the company followed through on this plan. On June 13, 2012 they filed their Form 10-12G with the SEC. This is to re-register (though in a way it is a new registration, since it is under the 1934 Act, rather than the 1933 Act). The stock once again responded with a spike to 30c, with subsequent trading in the mid-20c range.
All of this time the share structure remained UNCHANGED.
Since they filed their Form 10-12G, they have filed THREE Forms 10-12G/A (amended versions of their 10-12G). If you track the filings, you can see that they have tweaked some of the numbers and they have recharacterized the historical relationship between Idle LLC and IDLM. You see, when IDLM was formed, it was just Datpiff than was taken public. Since then Frasier has basically given IDLM some additional Idle LLC properties. But it wasn't a healthy situation having Frasier own a LLC and be CEO of a public company with overlapping interests. A careful reading of the filings shows that the LLC is now been entirely folded into IDLM, including the purchase of the IDLM office building from the LLC for $170,000 (so no more $3,000 per month rent payments from IDLM to the LLC). I have been lobbying for over a year for the company to get rid of this dual-company arrangement, and now I am very happy to see it get resolved. I don't think it led to abuses, unless people are seriously getting bent out of shape over the $3,000 rent payments, but it was the appearance and the potential for problems that I didn't care for. Anyway, that's over and I'm thrilled about it -- but it does raise additional accounting issues with respect to generating historical consolidated numbers.
That pretty much brings us up-to-date on the filings. We are waiting to hear what the SEC says about the latest amendment.
So, let me try to clarify the shares. After over 2 years with no change whatsoever in the share structure, IDLM has recently made 4 changes:
1. They issued 5mm shares to COO Haddock (a free grant of shares that cannot be sold until certain market cap targets are met).
2. They issued 3 blocks of 2mm options to Frasier, with prices of 50c, $1, and $2 (with dates stretching over the next 2+ years).
3. They issued 1mm shares to the guy who has been a partner of Frasier in developing and running Datpiff.
4. They bought back 4mm restricted shares from "a shareholder" at 5c per share.
They also have filed their ownership forms as part of registering under the 1934 Act. I believe you might have been confused in thinking these were new shares, whereas Frasier's 40,000,000 were issued in the initial deal to take Datpiff public in 2010.
No shares have hit the float. Indeed, the 4mm restricted were held by a non-insider (not part of Frasier's 40mm), so I always figured they would hit the float. From my perspective, now that they have been clawed back, the effective float has gone DOWN.
Who were they bought from and how did IDLM manage to buy them at 5c?? Some here concluded that it was just someone striking a really bad deal (oopsy-daisy!). I think that is utter nonsense. Look at the share structure! The only person other than Frasier who held (or was supposed to have held) restricted shares was the shell CEO (Sawarynski). But then somewhat out of the blue one of the 12G/A's listed another person as having 7mm shares -- and I guarantee you that this guy didn't own 7mm floating shares (nor has he filed for ownership). I could go on and on with evidence of why I think something happened among the shell guys that wasn't entirely "according to Hoyle." But let's just leave it that my **guess** is that they clawed them back from someone who shouldn't have held them (due to a non-kosher sale of restricteds among folks on the shell side). This is just a guess, and you are free to believe that someone held them for 2+ years only to cut a horrible deal at 5c (eyes rolling).
These 4mm shares were returned to treasury. As a result, the number of issued shares is larger than the number of outstanding shares. The O/S is now 60mm, up a whopping 2mm above the level as of May 2010.
As for you running the numbers on going private, the company would have done so a long time ago if they were going to. They would have done so when the company was dark (deregistered), when the PPS was at 12c, and before spending a bunch of $$ on legal/accounting for the re-registration. Several months ago that story looked plausible enough to serve as the scare story du jour for folks trying to get cheapies. Now we have moved on to other wild scenarios.
As for management, IF you attempt to contact them, do not expect them to give you a bunch of insider information. Some pennies are like that. IDLM is not. And if you badger them and insult them in an effort to pry loose information, they might not be all that receptive to chatting with you in the future. And I'll also add that they are working hard to build the company and don't really see their job as spending loads of time on the phone with folks who might buy $10k worth of their shares. Their position is that they are getting filings out and trying their best to register. When they register successfully, then (and only then) will they resume normal PRs.
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